Sec Form 13G Filing - Blue Pool Capital Ltd filing for BLUE OWL CAPITAL INC. (OWL) - 2022-02-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Blue Owl Capital Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Titles of Class of Securities)

09581B103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Blue Owl Capital Inc.

399 Park Avenue

38^th Floor

New York, NY 10022

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1. Blue Pool Capital Limited (“BPCL”);

2. Blue Pool Management Ltd. (“BPM”); and

3. Oliver Paul Weisberg (“Mr. Weisberg”).

This Statement relates to Shares (as defined herein) held for the account of PSPE II Limited, an exempted company organized under the laws of the Cayman Islands. BPCL is the investment manager of PSPE II Limited and, in such capacity, exercises voting and investment power over the Shares held for the account of PSPE II Limited. BPM is the sole shareholder of BPCL. Mr. Weisberg is the sole shareholder and a director of BPM. Mr. Weisberg is also a director of BPCL.

The principal business address of each of the Reporting Persons is as follows:

25/F Hysan Place

500 Hennessy Road

Causeway Bay, Hong Kong

1. BPCL is a company incorporated in Hong Kong;

2. BPM is an exempted company incorporated with limited liability in the Cayman Islands;

3. Mr. Weisberg is a citizen of the Hong Kong Special Administrative Region of the People’s Republic of China.

Class A Common Stock, par value $0.0001 per share.

09581B103

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: See responses to Item 12 on each cover page.

(a)    Amount beneficially owned:

As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of 49,005,191 Shares held by PSPE II Limited.

(b)    Percent of class:

As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of approximately 13.4% of Shares outstanding (based on 364,697,135 Shares outstanding as of November 5, 2021 based on information from the Issuer).

(c)    Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 49,005,191

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 49,005,191

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

See disclosure in Items 2 and 4 hereof. PSPE II Limited has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

See disclosure in Item 2 hereof.

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

By signing below I further certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to BPCL, licensed and regulated by the Securities and Futures Commission of Hong Kong to conduct Type 9 regulated activity (asset management), is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution listed in Rule 13d-1(b)(1)(ii)(E). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

[Signature Page to Schedule 13G]

Exhibit Index